SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Laumas Sandeep (Last) (First) (Middle) C/O INNOVATE BIOPHARMACEUTICALS, INC., 8480 HONEYCUTT ROAD, SUITE 120 (Street) RALEIGH NC 27615 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/29/2018	3. Issuer Name and Ticker or Trading Symbol INNOVATE BIOPHARMACEUTICALS, INC. [ INNT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Executive Chairman	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	758,373	I(1)	See Footnote

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	03/20/2027	Common Stock	113,060	$2.08	D
Stock Option (Right to Buy)	(3)	08/29/2027	Common Stock	99,869	$2.34	D

Explanation of Responses:

1. These shares are held by Bearing Circle Capital LLC. Dr. Laumas is affiliated with Bearing Circle Capital LLC and has voting and investment power over the shares held by Bearing Circle Capital LLC.

2. 20% of these shares vested on March 21, 2017. 1/60 of the shares vested on March 31, 2017 and vest thereafter on the last day of each month thereafter, until all of the shares have vested on the four-year anniversary of the vesting commencement date, subject to Dr. Laumas continuing to be a Service Provider (as defined in the Company's 2015 Stock Incentive Plan) through each such date.

3. 1/36 of the shares vest and become exercisable on the corresponding day of each monthly anniversary of July 1, 2017, or on the last day of each month, to the extent each month thereafter does not have the corresponding day, until all shares have vested on the third anniversary of July 1, 2017, subject to Dr. Laumas continuing to be a Service Provider (as defined in the Company's 2015 Stock Incentive Plan) through each such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kendyle Woodard, as Attorney-in-Fact	02/08/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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